JOHNSON & JOHNSON — Director's Dealing 2010

Apr 15, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TENGION INC (TNGN)
CIK: 0001296391
Period of Report: 2010-04-14

Reporting Person: JOHNSON & JOHNSON (10% Owner)
Reporting Person: JOHNSON & JOHNSON DEVELOPMENT CORP ET AL (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-04-14	Common Stock	C	755053	—	Acquired	794654	Indirect
2010-04-14	Common Stock	P	400000	$5.00	Acquired	1194654	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2010-04-14	Series A Preferred Stock	$	C	4961653	Disposed		Common Stock (342183)	Indirect
2010-04-14	Series B Preferred Stock	$	C	2162818	Disposed		Common Stock (149159)	Indirect
2010-04-14	Series C Preferred Stock	$	C	3823817	Disposed		Common Stock (263711)	Indirect

Footnotes

F1: The securities reported as being indirectly beneficially owned by the designated Reporting Person are directly beneficially owned by Johnson & Johnson Development Corporation, a wholly-owned subsidiary of the designated Reporting Person.

F2: There is no expiration date applicable to the Series A, Series B or Series C Preferred Stock. Subject to certain conditions, immediately prior to the closing of the Issuer's initial public offering each share of Series A, Series B and Series C Preferred Stock automatically converted into shares of Common Stock on a 14.5-for-1 basis, for no additional consideration.